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Constitution & By-Laws
Revised June 2, 2001
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I - Name and Location |
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Section 1. The
name of this organization shall be Oklahoma Ready Mixed Concrete
Association, Inc. |
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Section 2. The
principal office of the Association shall be within the State of Oklahoma. |
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ARTICLE II - Purpose |
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Section 1. The purpose of the Association shall be to provide an
instrumentality through which the members of the ready mixed concrete industry
in the State of Oklahoma may coordinate their efforts in the handling of
problems of common concern, some of which are listed below: |
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a. |
To establish and to maintain the highest standards of business
practices, customs and usages among its members. |
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b. |
To protect and advance the interest of the ready mixed
concrete industry. |
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c. |
To represent and act for the industry before all divisions of
government, and those public and private organizations whose work affects
the ready mixed concrete industry. |
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d. |
To do everything possible to improve the use of the products
of the industry. |
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e. |
To develop and maintain relationships with universities and
colleges. |
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f. |
To represent the industry before the architects, engineers,
and other professional groups which are concerned with specifications and
test methods which affect the industry. |
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g. |
To promote and expand the use of ready mixed concrete. |
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h. |
To assist the members of the Association to achieve their
goal of operating profitable and successful businesses. |
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i. |
In general, to perform such acts and services for the
industry where group (rather than individual) action is the more effective
method of procedure. |
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ARTICLE III - Membership |
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Section 1. Any person, firm or corporation
engaged in the production of ready mixed concrete in the State of Oklahoma
shall be eligible for active membership in the Association. |
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Section 2. Any person, firm or corporation
engaged in the manufacture or sale of equipment, materials or service used
by the ready mixed concrete industry in the State of Oklahoma, or in the
publication of trade, technical or other journals of interest to the
Oklahoma ready mixed concrete industry, or members of technical and
professional societies shall be eligible for associate membership in the
Association. |
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Section 3. Applications for active or associate
membership in the Association shall be made in writing to the Membership
Committee upon a form approved for that purpose. Upon approval of
the application, the applicant shall agree to abide by the Constitution
and By-Laws of the Association. |
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Section 4. The Board may specifically grant
Honorary Lifetime Memberships to those individuals who have given
outstanding service to the Association. |
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ARTICLE IV - Membership Dues and Budget |
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Section 1. Annual dues for active members and
associate members shall be prescribed by the Board of Directors on such
basis as the Board my determine. |
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Section 2. At its annual meeting, the Board of
Directors shall approve a budget covering activities of the Association
for the ensuing fiscal year. The budget to be considered will have
been prepared and submitted by the Finance Committee. |
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Section 3. Dues shall be payable in advance
annually, beginning July 1. |
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Section 4. Members whose dues are not paid
within ninety (90) days of date due shall be dropped from membership in
the Association. |
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ARTICLE V - Meetings of Members |
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Section 1. There shall be at least one meeting
of the membership of the Association each year. The date and place
of such meeting shall be fixed by the Board of Directors. The call
of the meeting, stating the place and date thereof, shall be given by
notice mailed to members of the Association at least thirty (30) days
prior thereto. |
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Section 2. Special meetings of members shall be
called by the President upon the written request of a majority of the
members of the Board of Directors or shall be called by him upon written
request of twenty-five percent (25%) or more of the members, provided in
all such cases that the request specifies the object of such
meeting. Written or printed notice of special meetings, specifying
the object thereof, shall be mailed to member companies at least seven (7)
days prior to the date of such meeting. |
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Section 3. At any annual meeting or special
meeting of the Association, only one representative of each member shall
be entitled in person or by proxy to one vote, but no proxy shall be voted
or allowed for more than sixty days from its date. Associate members
shall have the privilege of the floor, and shall be entitled to enter into
discussion of any question at any annual meeting or special meeting of the
Association, but they shall not have the right to vote unless he or she is
a Director. |
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Section 4. At all duly called meetings of
members, quorum shall consist of twenty-five percent (25%) of the members
there present or represented by proxy who shall have power to act upon all
matters properly before the meeting. No official business may be
transacted unless a quorum is present in person or by proxy. |
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Section 5. At any special meeting with a quorum
present, only such matters as are specified in the call may be acted upon. |
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Section 6. No person other than members of the
Association, or officers or employees of a firm or corporation which is
affiliated with the Association, shall be admitted to any meeting of
members of the Association, except with the permission of the Chairman of
such meeting. |
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Article VI - Board of Directors |
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Section 1. The Board of Directors
shall consist of the following: |
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a. |
There shall be no more than nine (9) producer members and no
more than six (6) associate members of the Board of Directors elected in
accordance with the provisions of Section 2 of this Article. |
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b. |
The President, the First Vice-President, the Second
Vice-President, and Secretary Treasurer of the Association. |
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c. |
The immediate Past President of the association. |
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Section 2. The Directors shall be
elected sixty (60) days prior to the annual membership meeting by letter
ballot of the voting membership. One-third (1/3) of the producer
directors and one-third (1/3) of the associate directors shall be elected
annually for a term of three (3) years. The Board of Directors may
adjust the term(s) of the members of the Board of Directors presently
serving to insure that only one-third (1/3) of the directors are elected
annually. |
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Section 3. Retiring members of the
Board shall be eligible for re-election to the Board. |
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Section 4. The Board of Directors
shall have power to fill all vacancies occurring on the Board, and among
the officers of the Association, whether caused by death, resignation, or
removal. Such vacancies shall be filled by a vote of the majority of
the members of the Board, and such election shall be deemed to be only for
the balance of the unexpired term. Such appointees shall be
eligible, upon completion of the unexpired term, for election to the Board
of Directors for a full three-year term. |
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Section 5. At any meeting of the
Board of Directors as defined in Section 1 of this Article, a majority
must be present in person to constitute a quorum for the transaction of
business. |
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Section 6. The Board of Directors
shall hold not less than four meetings each year. Special meetings
of the Board may be called at any time by the President, or shall be
called by the President upon the written request of two members of the
Board, but, in either case, upon due notice as hereinafter provided. |
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Section 7. Due notice, as used in
this Article, means notice by personal telephone call, fax, e-mail, or by
mail dispatched at least seven business days prior to the meeting.
Actual attendance at such meetings, or a duly executed proxy, or a waiver
of notice executed in writing of such meeting shall be deemed to satisfy
the requirements for due notice. |
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ARTICLE VII - Administration |
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Section 1. The Board of Directors shall have
full responsibility for the conduct, management, policies and control of
Association affairs, within the limits and authority prescribed by the
Constitution and By-Laws of the Association. |
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Section 2. The President shall have the right,
whenever in his judgment the circumstances require immediate decision, to
submit questions involving Association policy by letter ballot to the
Board of Directors. |
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ARTICLE VIII - Officers |
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Section 1. Officers of the Association shall
consist of a President, a First Vice-President, a Second Vice-President
and a Secretary Treasurer. They shall be elected by the Board of
Directors at least sixty (60) days prior to the annual membership meeting
and shall hold office for a term of one year or until their successors
have been duly elected. They shall be installed at the close of the
annual meeting and shall immediately assume their duties. |
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Section 2. The President shall preside at all
meetings of the Board of Directors and of members. He shall appoint,
subject to the approval of the Board of Directors, committees of the
Association and he and the First Vice-President shall be an ex officio
member of all committees and subcommittees. The President shall
perform such other duties as may be delegated to him by the Board of
Directors. |
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Section 3. The First Vice-President, in absence
of the President, shall act for the President with the full authority
granted in Section 2 hereof. In the absence of both the President
and the First Vice-President, the Second Vice-President shall act for the
President in accordance with the provisions of this Section. |
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Section 4. The Secretary Treasurer and the
Finance Committee shall keep full and correct accounts of the receipts and
disbursements of the Association, and shall deposit all monies and
valuable effects in the name and to the credit of the Association in such
depositories as may be designated by the Board of Directors. The
Secretary Treasurer shall be Chairman of the Finance Committee, and shall
render to the Board, at the annual meeting and at such other times as it
shall require, an accounting of the finances of the Association. |
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Section 5. The Board of Directors is authorized
to appoint or terminate staff personnel as are necessary to transact
Association business. The duties and compensation to be paid to
members of the staff shall be determined by the Board of Directors upon
the advice and recommendation of the Finance Committee. |
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Section 6. Members of the Board of Directors
and Association officers provided for in Section 1 of this Article shall
serve without compensation. |
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ARTICLE IX - Finance Committee |
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Section 1. Purpose - To provide the capital and
financial control required to successfully operate the program of the
Association. |
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Section 2. The Secretary Treasurer of the
Association shall serve as chairman of this committee. Three (3)
other members will be appointed by the President. |
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Section 3. Once each year, the committee will
prepare a budget of revenues and expenses to be submitted for the approval
of the Board of Directors to cover the activities of the Association for
the ensuing year. |
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Section 4. The committee shall see that records
are maintained to properly account for the revenues and expenses including
preparation of monthly financial statements. An
accounting of the finances of the Association shall be rendered to the
Board of Directors at the annual meeting and at such other times as
request by the Board. |
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Section 5. The committee will recommend the
dues structure for active and associate members to the Board of Directors
for their approval. |
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Section 6. The committee will advise and help
other committees in any matter regarding finances. |
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ARTICLE X - Membership Committee |
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Section 1. Purpose - To encourage active and
associate membership in the Association for all who are eligible. |
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Section 2. The First Vice-President of the
Association will be the Chairman of this committee. The President
will appoint a minimum of two (2) other members. |
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ARTICLE XI - Nomination Committee |
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Section 1. Purpose - To encourage and recruit a
slate of willing candidates for the Board of Directors which are to be
elected by letter ballot by the voting membership of the Association. |
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Section 2. The Second Vice-President of the
Association will be the Chairman of this committee. The President
will appoint a minimum of two (2) other members. |
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ARTICLE XII - Other Committees |
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Section 1. Other committees may be appointed as
needed. The President will appoint the Chairman and members of each
committee. |
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ARTICLE XIII - Amendments |
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Section 1. This Constitution and By-Laws may be
amended at any meeting of the Association, annual or special, by a vote of
two-thirds of the members present or represented by proxy. Notice of
any proposed amendment shall be furnished to the President in writing by
no less than three members before the meeting at which such amendments are
to be voted upon, and copies thereof shall be mailed by him to every
member of the Association at least thirty (30) days before the meeting at
which such amendment or amendments are to be voted upon. |
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ARTICLE XV - Dissolution |
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Section 1. The organization shall use and
distribute its funds only to accomplish the purpose or purposes specified
in these By-Laws and no part of said funds shall inure to the benefit of
any member, director or individual. In the event of the dissolution
of this organization, or the ceasing to carry out the objective and
purposes herein set forth, all property and assets of the organization
shall be distributed to such non-profit organizations of like purposes as
selected by the Board of Directors. |
Copyright
©
2000-2005
ORMCA. All
rights
reserved.
Updated:
9/22/2006.
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